Sec Form 4 Filing - Knotts Daniel L. @ RR Donnelley & Sons Co - 2021-12-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Knotts Daniel L. 2. Issuer Name and Ticker or Trading Symbol RR Donnelley & Sons Co [ RRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) C/O R.R. DONNELLEY & SONS COMPANY, 35 WEST WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/22/2021 M 832,991 A 2,853,991 D Common Stock 12/22/2021 D 832,991 D $ 10.85 2,021,000 D Common Stock 12/22/2021 A 184,916 A 2,205,916 D Common Stock 12/22/2021 D 184,916 D $ 10.85 2,021,000 D Common Stock 12/22/2021 F 436,953 D $ 10.72 1,584,047 D Common Stock 12/22/2021 A 1,922,691 A 3,506,738 D Common Stock 12/22/2021 F 851,754 D $ 10.72 2,654,984 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Der ivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 1 ) 12/22/2021 M 832,991 ( 4 ) ( 4 ) Common Stock 832,991 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knotts Daniel L. C/O R.R. DONNELLEY & SONS COMPANY 35 WEST WACKER DRIVE CHICAGO, IL60601 X CEO & President Signatures Deborah L. Steiner, Attorney-in-Fact for Daniel L. Knotts 12/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash. ( 2 )Shares acquired upon settlement of phantom Performance Stock Units granted on March 2, 2020 . ( 3 )Shares acquired upon settlement of Performance Stock Units granted on March 4, 2019, March 2, 2020 and March 2, 2021. ( 4 )Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment.

Remarks: On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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